FIFTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT DATED AS OF AUGUST 12, 2016 AMONG CALIFORNIA RESOURCES CORPORATION, AS THE BORROWER, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, SWINGLINE LENDER AND A LETTER OF CREDIT ISSUER, BANK OF AMERICA,...Passu Intercreditor Agreement • August 18th, 2016 • California Resources Corp • Crude petroleum & natural gas • New York
This Fifth Amendment and Waiver to the Credit Agreement (this “Amendment”) dated as of August 12, 2016, is among California Resources Corporation, a Delaware corporation (the “Borrower”), each of the undersigned Guarantors, each Lender (as defined below) party hereto, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).
CREDIT AGREEMENT DATED AS OF AUGUST 12, 2016 AMONG CALIFORNIA RESOURCES CORPORATION, AS THE BORROWER, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, GOLDMAN SACHS BANK USA, AS LEAD ARRANGER AND BOOKRUNNER, AND THE BANK OF NEW YORK MELLON TRUST...Credit Agreement • August 18th, 2016 • California Resources Corp • Crude petroleum & natural gas • New York
Indemnity. The Borrower agrees to indemnify and hold harmless the Bank against any and all claims, losses, damages liabilities, judgments, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) incurred or sustained by the Bank as a result of or in connection with the Bank’s reliance upon and compliance with instructions or directions given by such party by Electronic Methods, provided, however, that such Losses have not arisen from the gross negligence or willful misconduct of the Bank, it being understood that the failure of the Bank to verify or confirm that the person giving the instructions or directions, is, in fact, an Authorized Person does not constitute gross negligence or willful misconduct.
